ANNOUNCEMENT SUMMARY OF MINUTES ANNUAL GENERAL MEETING OF SHAREHOLDERS AND EXTRA ORDINARY GENERAL MEETING OF SHAREHOLDERS OF
PT METRODATA ELECTRONICS Tbk
In order to fulfill article 32 paragraph 1 and article 34 paragraph 2 of Indonesia Financial Authority Regulation No.32/POJK.04/2014, The Directors of PT. Metrodata Electronics Tbk (“the Company”) hereby announce summary of minutes of meeting of Annual General Meeting of Shareholders (“AGMS”) and Extra Ordinary General Meeting of Shareholders (“EGMS”) of Company that have been convened on June 8, 2015 at 10.00 am until finish at Nafiri Convention – Rava Room, APL Tower , 8th Floor , Jl. Letjen S. Parman Kav. 28, West Jakarta 11470.
AGMS and EGMS was attended by all member of Board of Commissioners and Directors of the Company which are as follows:
Board of Commissioners Directors
President Commissioner : Candra Ciputra, MBA
Vice President Commissioner : Ben Aristarchus Widyatmodjo
Independent Commissioner : Lulu Terianto
President Director : Susanto Djaja
Director : Agus Honggo Widodo
: Sjafril Effendi
Independent Director : Randy Kartadinata
Shareholders of The Company who attended on AGMS representing 1,829,596,199 shares or 81.46 % and on EGMS representing 1,829,605,614 shares or 81.46 % of the total shares that have been issued and paid up in the Company.
Code of Conduct of AGMS and EGMS:
The Meeting was led by Candra Ciputra, MBA as the President Commissioner of the Company;
During the discussion of each meeting agenda of AGMS and EGMS, all the shareholders have the opportunity to ask questions and/or deliver any statement;
In the Meeting, resolutions were resolved based on an amicable deliberation to reach a mutual consensus. In the event that the resolutions based on the amicable deliberation failed to be reached, the resolutions were resolved by way of voting.
Herewith the detail of resolutions from AGMS meeting agenda:
Agenda No.1 Approval and ratification of the Directors’ Report on the Company’s business and financial administration for the financial year ended on December 31, 2014 and the approval and ratification of the Company’s Financial Statements including the Balance Sheet and Profit/Loss for the financial year ended on December 31, 2014 audited by Independent Public Accountant, and approval of the Company’s Annual Report, the report of Board of Commissioners supervisory duties for the financial year ended December 31, 2014 and to give release and discharge (acquit et de charge) to all member of the Directors and Board of Commissioners of the Company for the supervision and
accomplishment which conducted during the financial year ended on December 31, 2014.
Number of Shareholders who asked the questions
1 (one) shareholder and the question has been answered by the Company’s Directors.
Resolution of Agenda No.1 To give approval and ratification of the Board of Directors Report on the Company’s business and financial administration for the financial year ended on December 31, 2014 and the approval and ratification of the Company’s Financial Statements including the Balance Sheet and Profit/Loss for the financial year ended on December 31, 2014 audited by Public Accountant of Osman Bing Satrio & Eny – Deloitte Touche Tohmatsu Limited, and approval of the Company’s Annual Report, the report of Board of Commissioners supervisory duties for the financial year ended December 31,
2014 and to give release and discharge (acquit et de charge) to the Board of Directors and Board
of Commissioners of the Company for the supervision and accomplishment which conducted during
the financial year ended on December 31, 2014.
Agenda No.2 Approval for the distribution plan of the Company’s net profit for the financial year ended on December 31, 2014.
Number of Shareholders who asked the questions
1 (one) proxy of shareholder and the question has been answered by the Company’s Directors.
Voting Results Agree Abstain Not Agree
1,777,056,099 shares or 97.12 %
of whose attend.
0 shares of 0 % or whose
attend.
52,540,100 shares or 2.88 %
of whose attend.
Resolution of Agenda No.2 a. Approved the distribution of the Company’s net profit for financial year 2014 :
(i) To capitalize part of the Company’s net profit for financial year 2014 at maximum of
Rp 44,599,142,460 (forty four billion five hundreds ninety nine millions one hundred forty two thousands four hundred sixty rupiah) or 24.8% (twenty four point eight percent) of the Company’s Net profit for financial year 2014 by way of distribution of Shares Dividend with ratio 35 : 1 whereas 35 old shares will receive 1 new share, therefore total of Shares Dividend
that will be distributed are maximum of 64,171,428 (sixty four millions one hundred seventy one thousands four hundred twenty eight) new shares;
(ii) Amount of Rp 5,000,000,000 (five billions rupiah) or 2.8 % (two point eight percent) of the Company’s net profit for financial year 2014 that will be used as reserve in accordance with UUPT;
(iii) And the remaining will be recorded as the Company’s Retained Earning.
b. Grant power and authority to the Company’s Directors to conduct every and all act that required in relation with the resolution above including but not limited to determine regarding procedure of Shares Dividend Distribution, to determine total number shares that will be issued which is considered good by the Company’s Directors, to create and sign all documents which required for the implementation of Shares Dividend.
Agenda No.3 Appointment of an Independent Public Accountant Firm to audit the Company’s book for the financial year ended on December 31, 2015 and to authorize the Directors of the Company to determine the honorarium of the Public Accountant and other terms of its appointment.
Number of Shareholders who asked the questions
There is no shareholders or the proxy of shareholders who asked the questions
Voting Results Agree Abstain Not Agree
1,818,926,899 shares or 99.41 % of whose attend.
9,972,700 shares or 0.55 % of whose attend.
696,600 shares or 0.04 % of whose attend.
Resolution of Agenda No.3 To Granting authority and power to the Company’s Directors with approval from Board of Commissioners to appoint Public Accountant Firm Osman Bing Satrio & Eny – Deloitte Touche
Tohmatsu Limited or their successors and the replacement or other Independent Public Accountant Firm which is registered in OJK to audit the Company’s book for the financial year ended on December 31 2015 and to authorize the Directors of the Company to determine the honorarium of the Public
Agenda No. 4 Determination and reappointment of member of the Directors and Board of Commissioners of the Company.
Number of Shareholders who ask the questions
There is no shareholders or the proxy of shareholders who asked the questions.
Voting Results Agree Abstain Not Agree
1,815,219,399 shares or 99.21 % of whose attend.
0 shares or 0 % of whose attend.
14,376,800 shares or 0.79% of whose attend.
Resolution of Agenda No. 4 a. Approved and reappoint:
CANDRA CIPUTRA, MBA, as President Commissioner;
BEN ARISTARCHUS WIDYATMODJO, MBA, as Vice President Commissioner;
LULU TERIANTO, BCA, MM., as Independent Commissioner;
SUSANTO DJAJA SE. MH, as President Director;
Ir. AGUS HONGGO WIDODO, as Director;
Ir. SJAFRIL EFFENDI, as Director;
With the new term of periods and term of office which started from the closing of this Meeting until the closing of the Annual General Meeting of Shareholders of the Company that will be
held in 2020 .
b. To confirm RANDY KARTADINATA, SE, as the Independent Director of the Company until the closing of the Annual General Meeting of Shareholders of the Company that will be held in 2019.
c. Determined composition of member of Board of Commissioners and Directors of the Company are
as follows :
Board of Commissioners :
President Commissioner : CANDRA CIPUTRA, MBA ;
Vice President Commissioner : BEN ARISTARCHUS WIDYATMODJO, MBA;
Independent Commissioner : LULU TERIANTO, BCA, MM. Directors:
President Director : SUSANTO DJAJA, SE, MH;
Director : Ir. AGUS HONGGO WIDODO; Director : Ir. SJAFRIL EFFENDI;
Independent Director : RANDY KARTADINATA, SE
d. Grant power and authority to the Directors with the right of substitution to state resolution regarding composition member of Board of Commissioners and Directors of the Company in a
notarial deed and furthermore to notify authorized entity and conduct any act which is required
in relation with that resolution in accordance with the applicable law.
Agenda 5 Determination of the remuneration and other allowances for the Directors of the Company and honorarium and other allowances for the Board of Commissioners of the Company.
Number of Shareholders who asked the questions
There is no shareholders or the proxy of shareholders who asked the questions.
Voting Result Agree Abstain Not Agree
1,815,219,399 shares or 99.21
% of whose attend.
0 shares or 0 % or whose
attend.
14,376,800 shares or 0.79 %
of whose attend.
Resolution of Agenda No. 5 a. Determined and approved honorarium and other allowances from member of Board of Commissioners of the Company with amount Rp 2,448,964,900 (two billions four hundreds forty
eight millions nine hundreds sixty four thousands nine hundreds rupiah) per year gross to all member of Board of Commissioners of the Company.
Herewith the detail of resolutions from EGMS meeting agenda:
EGMS Agenda Approval of changes and restatement the Articles of Association of the Company, including; (i) changes in order to comply with the Financial Services Authority Regulation, (ii) the amendment of article 3 of the Company’s Articles of Association which adjusted with Indonesia Capital Market Supervisory Board (Bapepam) & LK regulation No. IX.J.1 concerning the Principles of Articles of
Association of the Company which conduct Initial Public Offering for Equity and Public Company, (iii) to change in article 4 paragraph 2 of the Articles of Association of the Company regarding the
additional issued and paid up capital in relation with distribution of share dividend.
Number of Shareholders who asked the questions
There is no shareholders or the proxy of shareholders who asked the questions.
Voting Results Agree Abstain Not Agree
1,815,228,814 shares or
99.21 % of whose attend.
0 shares or 0 % of whose
attend.
14,376,800 shares or 0.79 % of
whose attend.
Resolution of EGMS (i) Approved amendment and restatement of the Company’s Article of Association for the purpose to comply with Indonesia Financial Service Regulation;
(ii) Approved amendment and restatement of the Company’s Article of Association with regard to amendment of article 3 of the Company’s Article of Association in order to be in line with Indonesia Capital Market Supervisory Board (Bapepam) & LK regulation No.IX.J.1 concerning the Principles
of Articles of Association of the Company which conduct Initial Public Offering for Equity and
Public Company;
(iii) Approved the amendment of article 4 paragraph 2 of the Company’s Article of Association in regard with the additional issued and paid up capital in relation to the distribution of share
dividends that have been decided in Annual General Meeting of Shareholders prior to this meeting;
(iv) Grant power with substitution right to the Company’s Directors to conduct all and every acts which required in relation with this resolution including but not limited to state those resolutions
in the notarial deeds for all or each of the resolution, to amend and/or reconstitute all of the Company’s Article of Association in relation with format of article of association which is determined by the Company’s Directors, to determine a fix number of total new shares that issued and increased the issued and paid up capital in relation with shares dividend including to amend, reconstitute, restatement article 4 paragraph 2 of the Company’s article of association and the composition of the shareholders on the deeds (if required) as required by
the applicable law, to apply for approval and/or to submit notification for the resolution of this
meeting and/or amendment of Article of Association to authorized institution, to conduct any act which is required in relation with the applicable law.
Schedule and Procedure for the Distribution of Shares Dividend:
NO Note Date
1 Last Date of Cum Period • Regular and Negotiation Market • Cash Market
June 29, 2015 July 2, 2015
2 Start Date of Ex Period
• Regular and Negotiation market • Cash Market
June 30, 2015 July 3, 2015
3 Date of List of Shareholders that entitled to receive Shares Dividend July 2, 2015
Some Notes Regarding Shares Dividend Distribution:
1. Shares Dividend will be distributed to the Shareholders which are registered on the Company’s Shareholders List (“DPS”) or
recording date on July 2, 2015 and/or the owner of the Company’s shareholders and/or in the sub securities account in
PT Kustodian Sentral Efek Indonesia (“KSEI”) at the closing of the Indonesian Stock Exchange trading session on July 2, 2015 at 4.15 pm.
2. For those Shareholders whose shares are deposited in KSEI, the distribution of Shares Dividend will be conducted through
KSEI and will be distributed to the securities account of the Securities Companies and/or Custodian Banks on July 22, 2015. For Shareholders whose shares are not deposited in the collective deposit in KSEI, the Shares Dividend will be distributed
through Shares Registrar Bureau.
3. The Shares Dividend is subject to the taxes as regulated under the prevailing laws and regulations.
4. For Shareholders who are considered as a domestic Tax Payer in the form of entity which have not given their Tax Register
Number (Nomor Pokok Wajib Pajak/NPWP) are asked to submit their NPWP to KSEI or to Share Registrar Bureau (“BAE”)
PT Datindo Entrycom, Puri Datindo - Wisma Sudirman, Jl. Jend Sudirman Kav. 34 Jakarta 10220 at the latest on the
recording date which is the date of shareholders who are entitled for Shares Dividend. Without the NPWP, the Shares Dividend which will be distributed to domestic tax payer will be imposed with income tax tarif more higher 100% from the
normal tarif therefore if there are any deficit of the tax payment then it will be borne to the domestic tax payer itself. The tax
payment deficit can be paid through the Company as an official tax collection.
5. For Shareholders who are considered as an offshore Tax Payer whereas the tax deduction will use tariff based on the
Prevention of the Imposition of Dual Taxes (P3B), shall comply with article 26 of Law No. 36 Year 2008 regarding Income
Tax and must submit a valid domicili certificate to KSEI and BAE by using DGT-1 and DGT-2 form as required by Tax Directorate regulation No.61/PJ/2009 dated November 5, 2009 at the latest on July 9, 2015. Without the said document, the
Share Dividend will be subject to income tax at the rate of 20%.
Jakarta, June 10, 2015 PT Metrodata Electronics Tbk
